Seller shall have exclusive authority subject to the provisions of this Section 18 to prepare and file or cause to be prepared and filed all Pre-Closing Tax Returns for each SPV, including any Estimated Tax Returns due on or prior to the Closing Date.
Seller shall prepare and duly and timely file or cause to be prepared and duly and timely filed all Pre-Closing Tax Returns for all SPVs. Each such Tax Return shall be true, correct and complete, shall be prepared in the same manner as the Tax Returns of the SPVs for the immediately preceding taxable year or period, and shall not make, amend or terminate any election without the prior written consent of the Buyer (which consent shall not be unreasonably withheld or delayed).
The Stockholder, the Buyer and the Parent will cooperate in good faith in connection with the exchange of information necessary for the preparation of all Pre-Closing Tax Returns.
The Buyer shall promptly notify the Stockholder in writing upon receipt by the Buyer or any of its Affiliates of notice of any audits, examinations, adjustments or assessments relating to Taxes with respect to any Pre-Closing Tax Returns and any Straddle Period Returns, and with respect to amounts which would be paid by the Stockholder or for which any of the Buyer or its Affiliates may be entitled to receive indemnity under this Agreement (each, a "Tax Claim").
All such Pre-Closing Tax Returns shall be prepared and filed in a manner consistent with the past practice of the Company unless otherwise required by applicable Law.